SC 13G 1 d48211sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Naked Brand Group Limited

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Q6519T117

(CUSIP Number)

March 29, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)

	x	Rule 13d-1(c)

	o	Rule 13d-1(d)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ault Global Holdings, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) o

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

SOLE VOTING POWER

41,141,660 Ordinary Shares

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

41,141,660 Ordinary Shares

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

41,141,660 Ordinary Shares

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.41%

TYPE OF REPORTING PERSON

Item 1(a).

Name of Issuer:

Naked Brand Group Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:

c/o Bendon Limited

8 Airpark Drive, Airport Oaks

Auckland 2022, New Zealand

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

Ault Global Holdings, Inc. (“AGH”)

11411 Southern Highlands Parkway, Suite 240

Las Vegas, NV 89141

Citizenship: Delaware

Item 2(d).

Title of Class of Securities:

Ordinary Shares, no par value.

Item 2(e).

CUSIP Number:

Q6519T117

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	x	Not applicable.

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act.

(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)	o	Investment company registered under Section 8 of the Investment Company Act.

(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)	o	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

(k)	o	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

		If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.

Ownership

(a)

Amount beneficially owned:

As of April 7, 2021, AGH beneficially owned 41,141,660 Ordinary Shares.

(b)

Percent of class:

The following percentage is based on 641,481,585 Ordinary Shares outstanding as of March 10, 2021 as reported in the Issuer’s Registration Statement filed under Form F-3ASR with the Securities Exchange Commission on March 12, 2021.

As of the close of business on April 7, 2021, AGH may be deemed to beneficially own approximately 6.41% of the outstanding Ordinary Shares.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 41,141,660

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 41,141,660

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

See Exhibit 99.1.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 8, 2021

	AULT GLOBAL HOLDINGS, INC.

	By:	/s/ Milton C. Ault
		Name: Milton C. Ault III
		Title: Executive Chairman


	DIGITAL POWER LENDING LLC

	By:	/s/ David Katzoff
		Name: David Katzoff
		Title: Manager